Board Committees

AUDIT COMMITTEE:

The Audit Committee shall enhance the Board’s oversight capability over the company’s financial reporting, internal control system, internal and external audit processes, and compliance with applicable laws and regulations.

The committee shall consist of at least three appropriately qualified non-executive directors, majority of whom, including the chairman of the committee should be independent directors. All of the members of the committee must have relevant background, knowledge, skills, and/or experience in the areas of accounting, auditing and finance.

The committee is chaired by Mr. Raul Juan N. Esteban and with Ms. Jessie Cabaluna and Mr. Paolo Villar as members.
 
 
CORPORATE GOVERNANCE COMMITTEE:

The Corporate Governance Committee has the duty and responsibility to assist the Board of Directors in the performance of its corporate governance responsibilities, including functions of a nomination and remuneration committee. It should be composed of at least three members, a majority of whom should be independent directors, including the chairman of the committee.

The committee is chaired by Ms. Jessie Cabaluna and with Mr. Raul Juan N. Esteban and Ms. Camille Villar as members.

NOMINATION COMMITTEE:

The Nomination Committee has the duty and responsibility to assist the Board of Directors to review and evaluate the qualifications of all persons nominated to the Board and other appointments that required Board approval, and to assess the effectiveness of the Board’s processes and procedures in the election or replacement of directors. It shall pre-screen and shortlist all candidates nominated to become a member of the Board. It should be composed of at least three members, one of whom shall be an independent director.

The committee is chaired by Mr. Manuel Villar, Jr. and with Ms. Camille Villar and Mr. Raul Juan N. Esteban as members.

COMPENSATION AND REMUNERATION COMMITTEE:

The Compensation and Remuneration Committee has the duty and responsibility to establish a formal and transparent procedure for developing a policy on remuneration of directors and officers to ensure that their compensation is consistent with the Corporation’s culture, strategy and the business environment in which it operates. It should be composed of at least three members, one of whom shall be an independent director.

The committee is chaired by Mr. Manuel Paolo Villar and with Ms. Frances Rosalie Coloma and Ms. Jessie Cabaluna as members.

BOARD RISK OVERSIGHT COMMITTEE:

The Board Risk Oversight Committee has the duty and responsibility to assists the Board in ensuring that there is an effective and integrated risk management process in place. It is responsible for the oversight of the Corporation’s Enterprise Risk Management system to ensure its functionality and effectiveness. It should be composed of at least three members, a majority of whom should be independent directors, including the chairman of the committee.

The committee is chaired by Ms. Jessie Cabaluna and with Mr. Raul Juan N. Esteban and Ms. Benjamarie Therese Serrano as members.

RELATED PARTY TRANSACTIONS COMMITTEE:

The Related Party Transactions Committee has the duty and responsibility to ensure that terms and conditions of all RPTs must be equivalent to those that prevail in arm’s length transactions and shall be subject to appropriate corporate approvals and actions of the corporation and of related parties, with the best interest of the investing public and the Corporation in mind. It should be composed of at least three members, a majority of whom should be independent directors, including the chairman of the committee.

The committee is chaired by Mr. Raul Juan N. Esteban and with Ms. Jessie Cabaluna and Ms. Camille Villar as members.